Agreements. These Terms and Conditions (“Terms”) set out the overarching terms and conditions on which Huel Limited and any of its affiliates and subsidiaries (“Huel”) purchase the products set out in the Termsheet (“Goods”) from you (“Company”). The details of the Goods Huel has agreed to purchase from the Company are set out in the “Termsheet”. By signing the Termsheet, the Company agrees to these Terms which, together with any Termsheets or additional documents referred to in these Terms, make up the “Agreement”.
Precedence: Huel will only enter into orders for Goods on the basis of these Terms, which shall take precedence over any conflicting statement in the Termsheet or any appendices (save where the conflicting provision in the Termsheet or appendices is expressly stated to override the contract terms, having been specifically agreed between Huel and the Company) and no other Company conditions of sale, supply of goods or any other terms shall apply. The delivery of Goods shall constitute acceptance of this Agreement.
Delivery: The Company shall comply in all respects with the lead time and any delivery schedule of Goods as set out in the Termsheet. All Goods supplied shall be properly packed and secured in such a manner as to reach their destination in good condition, shall (unless otherwise directed by Huel) be delivered to Huel carriage paid, in accordance with Huel's instructions and bearing the order number on each package. Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Termsheet and the delivery has been accepted by a duly authorised Huel employee or agent. Partial deliveries may be rejected unless Huel has agreed in writing to accept such deliveries. Where a time for delivery is specified in the Termsheet such provision shall be of the essence of this Agreement. If for any reason Huel is unable to accept delivery of the Goods the Company shall at its expense store the Goods for a reasonable time having regard to the circumstances and shall safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery. The Company shall advise Huel immediately of any circumstances which might either prevent the specified delivery date(s) being met or have any other significant implication regarding the Company's obligations under this Agreement. The Company will provide Huel with an electronic copy of the certificate of analysis prior to any delivery being made, with the certificate being sent to email@example.com. The Company will also ensure a physical copy of the certificate is to be included with the delivery of Goods.
Licences: Unless otherwise stated in the Termsheet, the Company is responsible for obtaining any necessary licences for the Goods (including import/export licences) and shall be responsible for any delays due to such licences not being available when required. In the case of Goods supplied from outside the United Kingdom, the Company shall ensure that accurate information is provided as to the country of origin of the Goods and shall be liable to Huel for any additional duties or taxes which may apply should the country of origin prove to be different from that advised by the Company.
Price: Unless otherwise agreed in writing in the Termsheet: (a) all prices are fixed inclusive of delivery, VAT (if applicable) and any other applicable duties and taxes; (b) invoices shall not be rendered by the Company until completion of delivery of all of the Goods which are the subject of an order; and (c) the Company will submit invoices to Huel in respect of payments due as set out in the Termsheet and Huel will pay the Company to the days agreed in the Termsheet of the relevant and correct VAT invoice. A correct invoice must be received within 60 days of the date of the supply of Goods to which it relates and failure to comply with this deadline shall constitute a waiver by the Company of the right to payment of such invoice, unless otherwise agreed in writing by Huel. Interest will be payable on late payments at an annual rate of 2% above the base rate of Barclays Bank plc UK from time to time. Where any payments are in dispute, Huel will pay the undisputed part of any due invoices pending resolution of the dispute and shall have the right of set-off. The Company shall (and shall ensure that any subcontractor shall) keep throughout the term of this Agreement records sufficient for verification of compliance with this Agreement, the accuracy of reports, invoices and other information and shall permit Huel or its authorised representatives to have access to such records and to take and retain copies of the same and to be supplied with or inspect information relating to the Company as may be relevant to this Agreement and the Goods.
Packaging: No payment will be made for containers, crates or packing materials of any description except by special arrangement in writing. Huel shall only be responsible for returning packaging to the Company if specified in the Termsheet.
Title and Risk: Risk in the Goods purchased shall pass to Huel upon completion of delivery as specified in the Termsheet and title to the Goods or any part of the Goods shall pass to Huel on the earlier of date of delivery or the time of any payment being made for the Goods. The Company shall be responsible for transport and unloading costs and insurance of the Goods to their full value against all risk of damage or loss prior to completion of delivery. All tools, equipment and materials of the Company required in the performance of the Company's obligations under this Agreement shall be and remain at the sole risk of the Company whether or not they are at Huel premises or other premises specified in the Termsheet.
Huel Materials: Should Huel issue any materials to the Company for use in connection with this Agreement such materials shall be and remain Huel's property. The Company shall maintain such materials in good condition and at its risk and use them only in connection with this Agreement and return them on request.
Inspection: Huel or any representative authorised by Huel shall be entitled to inspect the Goods either complete or in the process of manufacture at any reasonable time either at the Company's premises or at the premises of any sub-contractor and to require all defects or deficiencies to be made good and alterations made in the event of any failure to comply with the terms of any order, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of all or any part of the Goods.
Quality: Goods shall be of first class quality, new and shall be supplied strictly in accordance with the quantities, drawings, Specifications, standards and stipulations contained in or annexed to the Termsheet. The Company warrants that it has the expertise to supply the Goods and shall perform its obligations under this Agreement (a) with all due skill and care using competent and appropriately qualified personnel, (b) in accordance with the standards and practices that are generally accepted in the Company's field and exercised by other companies engaged in supplying similar goods, (c) in compliance with any relevant laws or regulations and (d) in accordance with any Huel policies or instructions which are notified to Company from time to time. The Company shall indemnify Huel in respect of (i) any breach of this warranty, (ii) any infringement of any third party intellectual property rights and (iii) any breaches by the Company of its obligations under this Agreement. Huel will be relying upon the Company's skill, expertise and experience in the supply of Goods and also upon the accuracy of all statements made and advice given by the Company.
Sustainability: The Company shall at all times adhere to the principles set out in the Huel Supplier Workplace Code of Conduct (“Code”) which may be updated from time to time at Huel’s sole discretion. Should the Company be unable to meet the requirements set out in the Code the Company shall discuss the actual or anticipated non-compliances with Huel in a timely manner. Huel and the Company shall use reasonable endeavours to mutually agree a remediation plan to address any actual or anticipated non-compliances to the Code. Should the parties fail to agree a remediation plan (for instance the non-compliances cannot be resolved within an acceptable timeframe) then Huel shall be entitled to exercise its rights of Cancellation and Termination as set out in this Agreement.
Liability: If any part of the Goods are not supplied or performed in accordance with this Agreement then Huel shall be entitled at its option and without limitation to (a) require the Company promptly to replace the Goods without additional charge or (b) withhold payments due to the Company or (c) reject the Goods and treat this Agreement as repudiated at any time prior to the expiration of the following periods and/or claim damages (i) where the defect is apparent on a visual inspection, three months after delivery to Huel or (ii) in any other case, three months after Huel has discovered the defect in question. Company will be liable for any indirect, special or consequential loss or damage including, without limitation, resulting from any product contamination or quality issues leading to product recall or withdrawal. The Company shall assign to Huel the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof.
Intellectual Property Rights: Any intellectual property rights arising from the supply of Goods (including any tools, patterns, materials, drawings, specifications, formulae, designs or data) are assigned to Huel as sole owner by this Agreement and the Company will, on request, execute and/or procure the execution of all such documents and shall do all such things as are necessary to give full force and effect to this assignment.
Confidentiality: Each party is, under this Agreement, likely to learn (directly or indirectly) confidential and proprietary information of the other (the "Confidential Information") and shall treat all Confidential Information as the confidential property of the other party and agrees (i) not to disclose or distribute any such Confidential Information to any third party without first obtaining the written consent of the other party and (ii) not to use such Confidential Information other than for the purposes of this Agreement. This obligation will last for 5 years from the last date on which any Goods are provided by the Company to Huel. In particular, the Specifications are confidential and the Company, during the term of this Agreement and thereafter, shall not use the Specifications or disclose the same to any third party. These obligations shall not apply to the extent that the receiving party can prove that any of that information (i) was publicly available in general circulation otherwise than as a result of a breach of this Agreement, Confidential Information shall not be deemed to be publicly available by reason only that it is known to a few of those people to whom it might be of commercial interest and a combination of one or more portions of the Confidential Information shall be deemed to be publicly available by reason only of each separate portion being so available; (ii) was developed independently by the Receiving Party without using any of the Confidential Information; (iii) is required to be disclosed to any regulatory authority or court of competent jurisdiction, or which is required to be disclosed pursuant to a request under the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002. In the event of such a requirement, the Receiving Party shall only disclose that portion of the Confidential Information which is legally obligated to disclose; (iv) was lawfully received from a third party without any breach of obligations to the Disclosing Party. Without prejudice to the foregoing, if any of the Confidential Information is received by the Receiving Party from a third party while this Agreement remains in force, the Receiving party shall use all reasonable endeavours to inform the Disclosing Party at once.
Cancellation: Without prejudice to any other provision of this Agreement or any other right available to it, Huel shall have the right to cancel any order in whole or in part at any time by giving written notice to the Company whereupon all work under an order (or the cancelled part) shall be discontinued and Huel shall pay to the Company such proportion of the order price as may be fair and reasonable having regard to the value of work done, of the Goods previously delivered under the order (including an element of profit to be calculated on a pro rata basis by reference to the net profit margin on the contract as a whole which the Company can evidence to Huel's satisfaction it would have obtained had the order proceeded to completion) and on such payment no further sum or sums shall be due by way of damages, loss of profits or otherwise from Huel to the Company by reason of such cancellation.
Term and Termination: This Agreement will start on the date of final signature of the Termsheet (“Commencement Date”) and shall remain in force until terminated in line with these Terms or until all Termsheets expire or are terminated. These Terms shall apply to the provision of goods and services under all Termsheets entered into for the duration of the Termsheet, including Termsheets agreed before the Commencement Date and which have not yet expired. If a Termsheet expires after the expiry or early termination of this Agreement, it shall continue until the Termsheet expires. Either Huel or the Company (the "Initiating Party") shall have the right to terminate this Agreement with immediate effect by giving the other (the "Other Party") notice in writing where (i) the Other Party is in material breach of a term of this Agreement and has failed to remedy this breach within 14 days of being asked to do so in writing by the Initiating Party (where the breach is capable of remedy) or (ii) the Company has made 3 similar breaches in any 3 calendar months in any 12 month period or (iii) the Other Party has a receiver, liquidator, administrator or trustee in bankruptcy appointed over it or its assets or a voluntary arrangement with creditors is made or a resolution or a court order is made that the Other Party be wound up.
Consequences of Termination: Following termination of this Agreement, howsoever arising, the Company will return to Huel or destroy (as requested) any bespoke Huel products (including packaging) and all materials, papers, documents and records with any copies, which are in the Company's possession or control which relate to the Goods. During any notice period served under this Agreement and for a reasonable period after termination or expiry (not less than 3 calendar months in any event) the Company shall give Huel such reasonable assistance as may be required for a smooth handover of the supply of Goods to a third party and/or to Huel.
Insurance: The Company shall for the full duration of this Agreement take out and maintain a policy or policies of insurance (the "Policy") covering in terms satisfactory to Huel, all liability which might be incurred pursuant to this Agreement including, but not limited to, the following risks: (i) employer's liability with a minimum limit of £10,000,000 for any one claim in any one policy year; (ii) public liability with a minimum limit of £5,000,000 for any one claim in any one policy year; (iii) product liability with a minimum limit £5,000,000 for an aggregate of claims in any one policy year and (iv) other commercial risks and liability with a minimum limit up to £5,000,000 against which it is usual to insure in businesses of the Company's type such as, but not limited to, Company’s product being out of spec/faulty resulting in losses to Huel such as wasted production, product recall/withdrawal or product disposal. At Huel's request, the Company shall produce the Policy for inspection and other evidence as may be requested.
Force Majeure: If a party is delayed or prevented from fulfilling its obligations under this Agreement due to an event outside of its reasonable control (for example, flood, fire, natural disaster, adverse weather conditions) then it will not be liable provided it promptly notifies the other party and uses reasonable endeavours to minimise such impact. If, due to such an event, a party is likely to be unable to fulfil its obligations (or a material obligation) for a period of 30 days then the other party may terminate this Agreement by written notice.
Assignment: The Company shall not assign or sub-contract this Agreement or any part of it to anyone else without Huel's prior written consent. The Company will ensure that any subcontractors also comply with all terms set out in this Agreement and will be responsible for any failure to do so.
Third Party Rights: The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
General: This Agreement is the entire agreement between Huel and the Company in respect of the Goods and can only be amended in writing and where signed by authorised representatives of Huel and the Company. If any provision of this Agreement is held invalid or unenforceable by a court, such provision shall be severed and the rest of the Agreement continue in full force and effect. Any notices sent under this Agreement will be in writing either by first-class post; by personal delivery or by email (but with a hard copy also being sent by first class post or personal delivery). Any notice posted will be deemed to have been received 48 hours after posting and notices sent in any other manner will be deemed to have been received at the beginning of the next working day. Nothing in this Agreement shall be construed as creating any partnership, agency or contract of employment between the parties.
Law: This Agreement will be governed by English law and any disputes will be subject to the exclusive jurisdiction of the English courts.
Last updated: February 2023
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